Tour Guide Agreement

This Tour Guide Agreement (the "Agreement") sets forth the terms and conditions between TourPal Ltd. ("TourPal"), and the individual tour guide who submitted the information form to which this Agreement is linked (the "Tour Guide" or "You"), according to which Tour Guide will provide Tour Material, as defined below, which shall be uploaded to and used by end users who access, download and otherwise use TourPal's touring application and/or website available at www.tourpal.com (the "TourPal Service").

Please read this Agreement carefully as it governs your participation as a tour guide within the framework of the TourPal Service. By clicking "ACCEPT" or in any other way participating in the framework of the TourPal Service, you signify your assent to the terms and conditions of this Agreement. If you do not accept these terms and conditions, please do not click "ACCEPT" as you will not be able to participate in the framework of the TourPal Service .

1. Tour Material. You will provide TourPal with your original tours and any related materials, including without limitation, MP3 and other audio files, maps, images, photos, texts and other relevant content and information (the "Tour Material"). You hereby grant TourPal a worldwide non-exclusive license to use the Tour Material as part of the TourPal Service in any form provided, including white label versions of such service. You further agree that TourPal is entitled to sell, distribute, market, promote and otherwise commercialize the Tour Material to end users as part of the TourPal Service. . You understand and agree that TourPal may exercise any of the foregoing rights directly and/or via its affiliated entities, resellers and other commercial partners.

2. Consideration. Tour Guide shall be entitled to payment of the following amounts in consideration for providing the Tour Material:

(i) 10% of the Net Revenues; and(ii) 10% of the Net Revenues generated from sales of "all city tours" bundles to end users relative to the weight of the tours' POI [Point of Interest] according to the following formula: Payment per guide for all city = Price * 0.7 (payment to app-store / Android/ Amazon/ Windows / Blackberry)) * Tour Guide rev % * number of POI in the same language for this guide / number of all POI of city in the same language.

As used herein, Net Revenues means the gross revenues actually received by TourPal from sales of individual tours to end users that are based on the Tour Material, less: (a) 30%, or any other amount, as may be updated from time to time which shall be payable toapp-store / Android/ Amazon/ Windows / Blackberry).; (b) any applicable taxes which TourPal may be required to pay; and (c) any discount and/or seasonal offerings which shall be provided by TourPal, at its sole discretion, to end users.

TourPal shall pay Tour Guide on a monthly basis. Payment to Tour Guide shall be made within 30 days following the end of each month in which revenues were actually received by TourPal and upon a minimum accrued amount of USD 300.

3. Representations. By entering into this Agreement, You hereby represent and declare to TourPal as follows:

(i) Neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated herein, will result in a breach of, or violate any agreement or other arrangement, to which You are a party.

(ii) You are the original owner of all the Tour Material which you have provided to TourPal and/or you have acquired the rights and/or received the written consent of the original owner of the Tour Material and/or have used pictures, text or sound clips that are in the public domain and freely-available for commercial use consistent with how TourPal is contemplating using such material. A current list of links to websites where such material is available on such terms is for your convenience as Exhibit A hereto . You understand and agree that these links are provided solely for illustrative purposes and You are solely responsible for complying with the foregoing terms and are solely liable for any violation of the foregoing representation.

4. Intellectual Property. All right, title and interest in and to the TourPal Service, all content therein and related documentation and all enhancements, derivatives, bug fixes or improvements thereto, and all trade names, trademarks, and logos of TourPal, shall at all times remain solely with TourPal. All right, title and interest in and to the Tour Material shall remain solely with the Tour Guide.

5. Confidentiality. You acknowledge that TourPal may disclose to You information related to TourPal, the TourPal Service, including information related to TourPal's business and technology, that is confidential and/or proprietary to TourPal ("Confidential Information"). You agree to keep the Confidential Information confidential and not disclose the Confidential Information during and after the Term. In no event may You use the Confidential Information except in order to perform Your obligations hereunder. Confidential Information shall not include information (i) already lawfully known to You without access to or use of the Confidential Information, (ii) lawfully received by You from a third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that You provide prompt notice of such requirement to TourPal

6. Term. The term of this Agreement shall commence on the date You accept the terms and conditions of this Agreement and shall continue indefinitely unless otherwise terminated in accordance with this section. Either party may terminate this Agreement with advance written notice of 14 days to the other party; provided, however, that TourPal may terminate this Agreement immediately without notice if Tour Guide shall provide Tour Material in violation of this Agreement or any applicable law, rule or regulation. It is hereby clarified that upon termination TourPal shall remove all of Tour Guide's Tour Materials from TourPal's application and website.Sections 3 (Representation and Warranties), 4 (Intellectual Property), 5 (Confidentiality) and 7 (Miscellaneous), shall survive the termination or expiration of this Agreement for any reason

7. Miscellaneous. TourPal and Tour Guide are and intend to remain independent parties. Nothing contained in this Agreement shall be deemed or construed to create an employer-employee or principal-agent relationship, or a partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party shall have any right to bind the other party. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. TourPal may assign its rights or obligations pursuant to this Agreement. Tour Guide shall not assign any rights or obligations under this Agreement, and any attempted assignment thereof shall be void If any provision of these Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. This Agreement shall be governed by the laws of the State of Israel, and the competent courts in Tel-Aviv-Yafo shall have exclusive jurisdiction to hear any disputes arising hereunder.

Exhibit A

List of Reference Websites

You can find images you can legally use in:

www.wikipedia.org - Please note that some images require an attribution to the photographer, you can use the POI description field for this purpose.

http://www.flickr.com/ - Use advanced search and make sure you check "Only search within Creative Commons-licensed content" and "Find content to use commercially". Please note that some images require an attribution to the photographer, you can use the POI description field for this purpose.